Section 1.0:  Organization Name

Section 2.0:  Definitions

Section 3.0:  Purpose

Section 4.0:  Membership

Section 5.0:  Governance

Section 6.0:  Events

Section 7.0:  Finances

Section 8.0:  Indemnity and Personal Liability

Section 9.0:  Amendments

Section 1.0:  Organization Name

1.1 The name of this organization is the Michigan Lean Consortium (MLC). The MLC is a state and federally recognized non-profit organization (501c3) and shall operate in accordance with the Michigan Nonprofit Corporation Act 162 of 1982 or as specified within these By-laws.

Section 2.0:  Definitions

2.1 MLC: A group of organizations and individuals pursuing education and practice of Lean principles for the purpose of transforming Michigan’s organizations and economy.

2.2 Member: An individual or organization current with dues.

2.3 Board of Directors (Board): Elected or appointed MLC members who manage the business and affairs of the MLC.

2.4 Director: A Board member who performs the duties of their role in good faith and with the degree of diligence, care, and skill that an ordinarily prudent person would exercise.

2.5 Officer: A Director who is elected or appointed to the role of President, Chair, Vice Chair, Treasurer, or Secretary who performs the duties of their role in good faith and with the degree of diligence, care, and skill that an ordinarily prudent person would exercise.

2.6 Election Committee: The election committee oversees the annual Board of Director election process. The election committee consists of the Secretary and Vice Chair, or other Directors as appointed by the Chair.

2.7 Contractor: An individual or organization under written contract with the MLC to provide a service or do a job.

2.8 Volunteer: An individual or organization that voluntarily provides or expresses a willingness to provide a service or do a job for the MLC at no cost.

2.9 Act: NONPROFIT CORPORATION ACT- Act 162 of 1982 - An act to revise, consolidate, and classify the laws relating to the organization and regulation of certain nonprofit corporations; to prescribe their duties, rights, powers, immunities, and liabilities; to provide for the authorization of foreign nonprofit corporations within this state; to impose certain duties on certain state departments; to prescribe fees; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts. History: 1982, Act 162, Eff. Jan. 1, 1983.

2.10 Instrument: An instrument is a written legal document that records the formal execution of legally enforceable acts or agreements, and secures their associated legal rights, obligations, and duties.

Section 3.0:  Purpose

3.1 Mission: Transform Michigan’s organizations and economy by developing and supporting Lean Systems thinkers.

3.2 Core Values:

3.2.1 Inclusion of all learners at any level and with any experiences

3.2.2 Teaching and learning

3.2.3 Respect for people

Section 4.0:  Membership

4.1 Membership is open to individuals and organizations and is overseen by the Membership Liaison.

4.2 Individual Membership: Available for an annual fee and gives full access to MLC benefits.

4.3 Organizational (Bundle) Membership: Available for an annual fee and provides full access to MLC benefits for the organization’s registered members in accordance with bundle type.

4.4 Membership Voting Privileges: During the election process, the membership has a vote of the Board of Directors. Other membership voting opportunities may be presented by the Board of Directors as deemed appropriate.

Section 5.0:  Governance

5.1 Board of Directors

5.1.1 The MLC is led by a Board composed of MLC members. The Board will consist of nine voting Directors and the President. There are five elected or appointed officers, which are defined as follows: President: A President may be elected by the Board and serve in a non-voting ex-officio capacity on the Board of Directors. The President reports to and works collaboratively with the Board to ensure the MLC’s strategies are effectively implemented. The President assists the Chair in Operations and oversight of the organization. Chair: The Chair is the elected leader of the Board who convenes and presides at all Board meetings and provides the deciding vote in the case of a tie. Vice Chair: The Vice Chair fills the role of Chair in the case of absence. The Vice Chair assists the Chair in Operations including oversight of MLC contractors and may preside over one or more committees including the election process. Treasurer: The Treasurer provides primary oversight and reporting of the uniform and prudent management of MLC funds including initiation of the annual budget process and annual financial audit. The Treasurer collaborates with all Board of Directors, the event coordinators, and others to support the various financial needs of the MLC. Secretary: The Secretary coordinates annual review of the bylaws, manages operational documents, and initiates the annual Director election process. The Secretary assists the Chair in scheduling and documenting Board meetings and communications and may sit on one or more committees.

5.1.2 One officer may hold two or more offices, but an officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the act, by the articles of incorporation, or by the bylaws to be executed, acknowledged, or verified by two or more officers.

5.1.3 An officer shall hold office for the term for which he or she is elected or appointed and until a successor is elected or appointed, until a resignation is received, or the officer is removed from their duties.

5.1.4 Each officer has the authority and shall perform duties to manage the MLC as provided in these bylaws or determined in accordance with a resolution(s) of the Board that is not inconsistent with the bylaws.

5.2 Term

5.2.1 The term of each elected Director is three years. Directors may run for election for additional three-year terms with no term limit restrictions. Terms begin on the first day of the month of August, or immediately upon appointment Director terms end when any of the following conditions apply: on the last day of the month of July in the last year of the Directors term, when a resignation is received by the Chair, or when the Director is removed from their duties in accordance with these bylaws. A change in role of a Board of Director does not change the term end date of the Director accepting the new role.

5.2.2 Directors elect the position of Chair to serve in the role for two years, ending on the last day of July in the second fiscal year. The elected Chair must have served no less than six months as a Board of Director prior to accepting the Chair position. When a Chair's term ends prior to their Director end date, they may complete their term as a Director in another capacity.

5.2.3 The positions of Vice-Chair, Treasurer, and Secretary shall be elected annually by the Board to serve a one-year term. Other Directors oversee teams, committees, and/or serve in other roles defined by the Board.

5.3 Roles

5.3.1 Directors not holding officer positions oversee teams, committees, and/or serve in other roles defined by the Board. All Directors are responsible for managing the business and affairs of the MLC and to provide oversight of the uniform and prudent management of MLC funds with supporting policies and standard work.

5.4 Action by Directors

5.4.1 The attendance and full participation of all Directors is needed to conduct the business of the MLC. All Directors are expected to make reasonable efforts to attend and participate fully in all Board meetings and engage in the subsequent work of the MLC.

5.4.2 The Board will meet as often as necessary to conduct its business as called by the Chair. Any action required or permitted may be taken without a meeting if a majority of the Directors provide consent to the adoption of a resolution authorizing the action and the actions are filed in the minutes. At a minimum, the Board shall meet once a year at the Annual Membership Meeting. All meetings of the Board are open to the membership.

5.4.3 Any or all Directors may participate in a meeting or committee of the Board by conference, telephone, other or any means by which all persons participating in the meeting are able to communicate with one another and such participation shall constitute presence at the meeting.

5.4.4 Voting for operational issues by the Board must be by quorum, unless otherwise indicated in these bylaws.

5.4.5 Directors are required to sign a Conflict-of-Interest Statement before assuming a position on the Board. Furthermore, whenever a Director or member representing the MLC has a financial or personal interest in any matter coming before the Board, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the MLC to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

5.4.6 A quorum of the Board may vote to remove a Director who is not fulfilling their responsibilities.

5.4.7 Directors will communicate any expected absence in advance of scheduled meetings to the Chair. After three successive absences or other observations of non-participation, the Board shall designate two Directors to communicate the need for attendance and full participation to the individual Director and if needed make recommendations for action to the Board.

5.4.8 If a Director resigns or vacates their role for any reason the Chair shall appoint an interim Director from the MLC membership. If it is the Chair vacating their role, the Vice Chair then becomes the Chair and shall appoint the new Vice Chair.

5.4.9 Financials will be reviewed by the Board, minimally an Annual review by all Directors will be performed for all fees, revenues, and expenses. Any non-payroll expense or contractor invoice exceeding $1,000 requires a vote of the Board.

5.5 Election Process

5.5.1 The Elections Committee shall consist of the Secretary and Vice-Chair, or the Board’s designee(s). The annual election cycle shall open on or about the first Monday in May and must be concluded no later than the fourth Monday in July unless otherwise approved by the Board. Election Committee members seeking election shall not be included in the nominee evaluation process. The Membership elects Directors during the annual election process except when vacancies occur outside of the election period.

Section 6.0:  Events

6.1 Events

6.1.1 In pursuit of its mission the MLC may organize meetings and events as a platform for freely and openly shared information.

6.2 Confidentiality

6.2.1 Hosting organizations have the right to require attendees to sign confidentiality statements and have the right to exclude potential competitors from visiting their location.

Section 7.0:  Finances

7.1 Fiscal Year

7.1.1 The fiscal year for the MLC is January 1, through December 31.

7.2 Financial Books

7.2.1 The Treasurer will maintain the financial records of the MLC and shall be responsible for collecting and disbursing funds and delivering monthly and year-end reports. Financial reports will be managed by the Treasurer and reviewed by the Board to include no less than:

        • The annual budget/forecast within 30 days prior to the beginning of each fiscal year.
        • A monthly forecast/budget status including but not limited to the bank statement and over/short report.
        • An annual report provided to all Directors for all fees, revenues, and expenses within 30 days following the end of the fiscal year.

7.3 Financial Accounts

7.3.1 Each financial account with MLC funds will have a minimum of two Directors as account signers, including the Treasurer and Chair, with the ability to access all account information.

7.4 Board Compensation

7.4.1 The elected Directors are not paid any monetary compensation for their roles.

7.5 Dissolution

7.5.1 Upon dissolution of the MLC, any remaining assets will be used exclusively for exempt purposes, specifically educational purposes.

Section 8.0:  Indemnity and Personal Liability

8.1 Indemnity

8.1.1 The MLC shall indemnify all Directors and agents of the MLC to the full extent permitted by Act and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board. The Board cannot be held liable for accidents at MLC events, as a group or as individuals.

8.2 Personal Liability

8.2.1 No Director shall be personally liable to the MLC for monetary damages for conduct as a Director, and no Director shall be liable to the MLC or other person for any action taken or not taken as Director if acting in compliance with the standards of conduct for Directors set forth in the By-laws. No amendment to the By-laws that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a Director for any act or omissions that occur before the effective date of the amendment.

Section 9.0:  Amendments

9.1This agreement may be amended as necessary by agreement of the Board. Any changes affecting the status of current members must be agreed to by the Board.

9.2 These bylaws, to the extent that they are inconsistent with any other instrument or understanding among the parties governing the affairs of the Michigan Lean Consortium, shall supersede such instrument or understanding to the fullest extent permitted by law. A complete copy of the bylaws shall be available upon request.

Changes to the Michigan Lean Consortium bylaws were formally presented to the MLC Board of Directors for review and vote on April 12, 2023. In accordance with bylaw 5.4.4 voting on bylaws must include all Directors and must be unanimous. Those bylaw changes that received a unanimous “agree” vote were adopted and are reflected in these bylaws.

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